Exhibit 10.1


 


First
AMENDMENT TO

LIMITED FORBEARANCE AGREEMENT






 


This
First AMENDMENT TO LIMITED FORBEARANCE AGREEMENT (this “Amendment”), dated as of December 18,
2015 (the “Effective Date”), is by and among Emerald Oil, Inc., a Delaware corporation (“Borrower”),
the subsidiaries of Borrower party hereto as Guarantors (together with Borrower, collectively, “Obligors”),
the Lenders party hereto, Wells Fargo Bank, N.A., as administrative agent for the Lenders (in such capacity, “Administrative
Agent”), and The Bank of Nova Scotia, as Secured Swap Provider under the Credit Agreement (in such capacity, “Secured
Swap Provider”).


 


RECITALS:


 


A.           The
Forbearance Agreement. Obligors, the Lenders party thereto and Administrative Agent are parties to that certain Limited
Forbearance Agreement dated as of November 5, 2015 (the “Forbearance Agreement”), pursuant to which Administrative
Agent and the Lenders agreed to forbear from exercising their rights and remedies under the Loan Documents until December 18, 2015
to allow Obligors time to improve their liquidity and business operations.


 


B.           Termination
Date. Obligors have requested that the Forbearance Period be extended to January 29, 2016.


 


C.           Sale
of Non-Op Properties. In order to induce the Lenders to agree to the extension of the Forbearance Period, Borrower has
agreed to sell the properties described on Schedule I hereto (the “Non-Op Properties”) for an
aggregate cash purchase price of not less than $9,250,000 (the “Specified Non-Op Sale”) and has requested
the Lenders to consent to the Specified Non-Op Sale.


 


D.           Secured
Swap Provider Forbearance Request. Obligors have requested that Secured Swap Provider forbear during the Forbearance Period
from declaring an Early Termination Date as the result of any Event of Default or Termination Event, as applicable, under that
certain ISDA Master Agreement, dated as of June 20, 2014, between Borrower and Secured Swap Provider (collectively with the schedule
thereto and related confirmations, the “BNS Swap Agreement”) that, in each case, results directly from
any Specified Default. Secured Swap Provider is willing to grant such forbearance subject to the terms and conditions of this Amendment.


 


E.           Consent
and Amendment. The Lenders parties hereto and Administrative Agent are willing to (i) consent to the Specified Non-Op Sale
and (ii) amend the Forbearance Agreement, in each case, on the terms and conditions herein set forth.


 


NOW, THEREFORE, in
consideration of the premises and the mutual covenants, representations, warranties and agreements contained herein, and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 




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AGREEMENTS:


 


1.          Definitions.
Capitalized terms used and not otherwise defined herein shall have the same meanings as set forth in the Forbearance Agreement
or in the Credit Agreement (as defined in the Forbearance Agreement).


 


2.          Amendments
to Forbearance Agreement. Subject to the satisfaction of the conditions in Section 6 hereof, the Forbearance Agreement
is hereby amended as of the Effective Date as follows:


 


(a)          Additional
Definitions. Section 1(d) of the Forbearance Agreement is hereby amended to add thereto in alphabetical order the following
definitions which shall read in full as follows:


 


“BNS Swap Agreement”
means that certain ISDA Master Agreement, dated as of June 20, 2014, between Borrower and Secured Swap Provider (collectively with
the schedule thereto and related confirmations).


 


“Secured Swap Provider”
means The Bank of Nova Scotia, in its capacity as Secured Swap Provider under the Credit Agreement.


 


“First Amendment”
means that certain First Amendment to Limited Forbearance Agreement dated as of the First Amendment Effective Date among Obligors,
the Lenders party thereto, Administrative Agent and Secured Swap Provider.


 


“First Amendment Effective
Date” means December 18, 2015.


 


“Specified Non-Op Sale”
has the meaning given to such term in the First Amendment.


 


“Non-Op Properties”
has the meaning given to such term in the First Amendment.


 


(b)          Amendment
to Definition of Budget. The definition of “Budget” contained in Section 1(d) of the Forbearance Agreement
is hereby amended to refer to the budget attached hereto as Schedule II hereto.


 








(c)          Amendment
to Definition of Termination Date. The definition of “Termination Date” contained in Section 1(d) of the
Forbearance Agreement is hereby amended to change the date referenced therein from “December 18, 2015” to “January 29,
2016”.


 


(d)          Amendment
to Section 2(c). Section 2(c) of the Forbearance Agreement is hereby amended and restated in full to read as follows:


 






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(c)          Other
Payments. Borrower shall pay Administrative Agent, for the benefit of those Lenders that deliver fully executed signature
pages to this Agreement to the Administrative Agent on or before 5:00 p.m. on the Effective Date (the “Initial Consenting
Lenders”), a fully earned forbearance fee equal to one half of one percent (0.5%) of the outstanding principal balance
of the Loans owing to each such Lender as of the Effective Date, of which fifteen hundredths of one percent (0.15%) of such outstanding
principal balance (the “Initial Forbearance Fee Payment”), shall be paid on the Effective Date, and the
remaining balance of which shall be paid at the expiration or termination of the Forbearance Period (provided that the remaining
balance shall be waived in the event Borrower has repaid all outstanding Loans in full on or before the expiration or termination
of the Forbearance Period). Borrower shall also pay Administrative Agent, for the benefit of each of the Additional Consenting
Lenders (defined below), a fully earned forbearance fee equal to one half of one percent (0.5%) of the outstanding principal balance
of the Loans owing to each such Additional Consenting Lender as of the First Amendment Effective Date, of which fifteen hundredths
of one percent (0.15%) of such outstanding principal balance (the “Initial First Amendment Forbearance Fee Payment”)
shall be paid on the First Amendment Effective Date, and the remaining balance of which shall be paid at the expiration or termination
of the Forbearance Period (provided that the remaining balance shall be waived in the event Borrower has repaid all outstanding
Loans in full on or before the expiration or termination of the Forbearance Period). “Additional Consenting Lenders”
means those Lenders, other than Initial Consenting Lenders, which deliver to Administrative Agent fully executed signature pages
to the First Amendment on or before 5:00 p.m. on the First Amendment Effective Date. Borrower also agrees to reimburse Administrative
Agent and the Lenders upon demand for all out-of-pocket expenses (including reasonable attorneys’ fees, settlement costs
and fees and expenses of FTI Consulting, Inc., (“FTI”) as the financial advisor engaged by Administrative
Agent’s counsel) incurred in connection with the negotiation of this Agreement, any further restructuring or “workout”
with Obligors, whether or not consummated, of any Secured Obligations, and any enforcement of any Secured Obligations. Borrower
acknowledges and agrees that all such expenses are being incurred in connection with a restructuring or workout, as these terms
are used in Section 12.03(a) of the Credit Agreement.


 


(e)          Amendments
to Section 4. Section 4 of the Forbearance Agreement is hereby amended by:


 


(i)          Amending
Section 4(j) by adding the phrase “and Secured Swap Provider” after the phrase “Administrative Agent” in
the first sentence thereof.


 




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(ii)         Amending
Section 4(j) by adding a new subsection (6) thereto which shall read in full as follows:


 


(6)          Any material adverse change
to production, any adverse environmental incident or any event that materially impairs the Collateral.


 


(iii)        Amending
Section 4(k) by adding the following sentence at the end thereof: “Obligors will provide FTI with a copy, each week, of the
Production Reporting Summary and Operating Report which is prepared by the Borrower for its operations team”.


 


(iv)        Adding
a new Section 4(o) thereto, which Section 4(o) shall read in full as follows:


 


(o)          Specified
Non-Op Sale Documents. Borrower shall deliver to Administrative Agent (i) on or before December 31, 2015, a certificate
of a Responsible Officer of Borrower certifying that attached thereto are true, correct and complete copies of the executed purchase
and sale agreement for the Specified Non-Op Sale and all other agreements, instruments and documents that have been executed
in connection therewith (the “Specified Non-Op Sale Documents”), which Specified Non-Permitted Sale Documents
shall contain terms and conditions that are reasonably satisfactory to Administrative Agent; provided that in no event shall the
aggregate cash purchase price be less than $9,250,000; and (ii) immediately upon Borrower’s receipt thereof, any deposit
paid by the purchaser in connection with the Non-Op Sale shall, (A) if such deposit is refundable, either (1) be maintained in
a segregated deposit account controlled by Administrative Agent or (2) if required by the purchaser, be maintained in an escrow
account at another financial institution pursuant to an escrow agreement that is reasonably satisfactory to the Administrative
Agent, and (B) if such deposit is non-refundable, be remitted to Administrative Agent for application to the outstanding principal
balance of the Loans.


 


(v)         Adding
a new Section 4(p) thereto, which Section 4(p) shall read in full as follows:


 


(p)          Consummation
of Specified Non-Op Sale. Borrower shall consummate the Specified Non-Op Sale on or before January 22, 2016 and, contemporaneously
therewith, shall (i) repay the Loans in an amount equal to the Net Cash Proceeds of the Specified Non-Op Sale, including any deposit
previously made by the purchaser thereof, reducing the outstanding principal balance of the Loans in a like amount and reducing
the Borrowing Base Deficiency in the estimated amount of $7,000,000, and (ii) deliver to Administrative Agent a certificate of
a Responsible Officer of Borrower certifying (A) that Borrower is consummating the Specified Non-Op Sale in accordance with the
terms of the Specified Non-Op Sale Documents (without waiver or amendment of any material term or condition thereof not previously
agreed to by Administrative Agent in its reasonable discretion), (B) as to the final purchase price for the Non-Op Properties after
giving effect to all adjustments as of the closing date contemplated by the Specified Non-Op Sale Documents, which final purchase
price shall be not less than $9,250,000 in cash, and (C) such other related documents and information as Administrative Agent
shall have reasonably requested in connection therewith.


 




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(vi)        Adding
a new Section 4(q) thereto, which Section 4(q) shall read in full as follows:


 


(o)          Dakota
Midstream Extension. On or before December 24, 2015, Borrower shall have obtained an extension through no earlier than
January 29, 2016 of the forbearance granted under that certain Interim Agreement Regarding Payments and Suspension of Enforcement
Remedies dated as of October 22, 2015 among Borrower, Dakota Midstream, LLC, Dakota Energy Connection, LLC and Dakota Fluid Solutions,
LLC on terms reasonably acceptable to Administrative Agent and Majority Lenders.


 


(vii)       Adding
a new Section 4(r) thereto, which Section 4(r) shall read in full as follows:


 


(r)          Meeting.
Borrower shall cause its executive officers and Advisors to be available for an in-person meeting at a mutually agreed location
with Administrative Agent, the Lenders, Secured Swap Provider and each of their respective advisors to be scheduled during the
week of January 18, 2016 to discuss the status of Borrower’s restructuring efforts and other agenda items to be mutually
determined.


 


(f)          Amendments
to Section 7. Section 7 of the Forbearance Agreement is hereby amended by adding the following new sub-clause (c) at the
end of the first sentence thereof: “and (c) Secured Hedge Provider will be entitled immediately to declare a Termination
Event under the BNS Swap Agreement and to exercise any and all of Secured Hedge Provider’s rights and remedies available
to Secured Hedge Provider under the BNS Swap Agreement and this Agreement, at law, in equity, or otherwise, without further opportunity
to cure, demand, presentment, notice of dishonor, notice of an Event of Default or Termination Event (as such terms are defined
in the BNS Swap Agreement), notice of intent to accelerate, notice of intent to foreclose, notice of protest or other formalities
of any kind, all of which are hereby expressly waived by Obligors.”


 


(g)          Amendments
to Section 16. Section 16 of the Forbearance Agreement is hereby amended by adding to following at the end thereof:


  




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“and notices to Secured Swap
Provider shall be given to the following:


 


The Bank of Nova Scotia 


250 Vesey Street, 23rd Floor


New York, New York 10281


Attention: Brian Cerreta


Fax: 212-225-5282


Email: brian.cerreta@scotiabank.com”


 


3.          Consent
to Specified Non-Op Sale. In reliance on the representations, warranties, covenants and agreements contained in this Amendment
and subject to the satisfaction of the conditions precedent set forth in Section 6 hereof, the Lenders party hereto hereby consent
to the Specified Non-Op Sale and authorize the Administrative Agent to release its Lien on the Non-Op Properties in connection
with the Specified Non-Op Sale. Administrative Agent shall recalculate the Borrowing Base Deficiency after giving effect to the
Net Cash Proceeds received from the Specified Non-Op Sale and shall advise Borrower and the Lenders of the recalculated Borrowing
Base Deficiency.


 


4.          Temporary
Limited Waiver and Deferral. Borrower has requested that the Lenders and Administrative Agent grant a temporary limited
waiver of the Specified Default identified in item 2 of Exhibit A to the Forbearance Agreement by deferring the repayment
in full of Borrowing Base Deficiency pursuant to Section 3.04(c)(ii) of the Credit Agreement until the Termination Date as amended
hereby (the “Temporary Limited Waiver and Deferral”). In reliance on the representations, warranties,
covenants and agreements contained in this Amendment and subject to the satisfaction of the conditions precedent set forth in Section
6 hereof, and subject to the last sentence of this Section 4, the Lenders hereby grant the Temporary Limited Waiver and Deferral;
provided that the waiver and deferral provided for herein shall constitute a one-time waiver and deferral, and Administrative
Agent and the Lenders shall have no obligation to grant any future deferrals, waivers, consents or amendments with respect to the
Credit Agreement or any other Loan Document. Neither the execution by Administrative Agent or the Lenders of this Amendment, nor
any other act or omission by Administrative Agent or the Lenders or their officers in connection herewith, shall be deemed a waiver
by Administrative Agent or the Lenders of any other defaults which may exist or which may occur in the future under the Credit
Agreement and/or the other Loan Documents. Notwithstanding anything else in this Amendment to the contrary, the Temporary Limited
Waiver and Deferral proposed to be granted pursuant to this Section 4 shall not become effective unless and until (i) each of the
conditions precedent set forth in Section 6 hereof have been satisfied so that the Effective Date shall have occurred and (ii)
all the Lenders have delivered to Administrative Agent their respective signature pages to this Amendment and have confirmed their
respective approvals of the Temporary Limited Waiver and Deferral. In the event the Temporary Limited Waiver and Deferral becomes
effective, Obligors acknowledge and agree that the Borrowing Base Deficiency will be due and payable in full on the Termination
Date.


 


5.          Secured
Swap Provider Forbearance. In reliance on the representations, warranties, covenants and agreements contained in this Amendment
and the satisfaction of the conditions precedent set forth in Section 6 hereof, and subject to the last sentence of this Section
5, Secured Swap Provider agrees to forbear during the Forbearance Period, from declaring an Early Termination Date as the result
of any Event of Default or Termination Event, as applicable, under the BNS Swap Agreement that, in each case, results directly
from any Specified Default; provided that the forbearance provided for herein shall constitute a one-time forbearance, and
Secured Swap Provider shall have no obligation to grant any future forbearances, deferrals, waivers, consents or amendments with
respect to the Swap Agreement or any other Loan Document. Neither the execution by Secured Swap Provider of this Amendment, nor
any other act or omission by Secured Swap Provider or its officers in connection herewith, shall be deemed a forbearance by Secured
Swap Provider with respect to any other Events of Default or Termination Events which may exist or which may occur in the future
under the BNS Swap Agreement and/or the other Loan Documents. Notwithstanding anything else in this Amendment to the contrary,
the forbearance proposed to be granted pursuant to this Section 5 shall not become effective unless and until each of the conditions
precedent set forth in Section 6 hereof have been satisfied so that the Effective Date shall have occurred.


 




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6.          Conditions
to Effectiveness. The effectiveness of the amendments contained in Section 2 hereof, the consent contained in Section 3
hereof and the forbearance contained in Section 5 hereof on the Effective Date is subject to the satisfaction of the following
conditions precedent:


 


(a)          This
Amendment. Obligors, Administrative Agent, the Majority Lenders and Secured Swap Provider shall have each executed and
delivered this Amendment.


 


(b)          Payments.
Borrower shall have paid in cash (i) the Initial First Amendment Forbearance Fee Payment (as defined in the Forbearance Agreement,
as amended hereby) to the Additional Consenting Lenders, (ii) all invoiced and unpaid fees and expenses reasonably incurred by
and owing to each of FTI and Administrative Agent’s counsel, Vinson & Elkins L.L.P., (iii) a fully earned forbearance
fee to Secured Swap Provider for its own account in an amount equal to $30,000 and (iv) all invoiced and unpaid fees and expenses
reasonably incurred by and owing to Secured Swap Provider’s counsel, Luskin, Stern & Eisler LLP.


 


7.          Ratifications.
The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions set forth
in the Forbearance Agreement and, except as expressly modified and superseded by this Amendment, the terms and provisions of the
Forbearance Agreement are ratified and confirmed and shall continue in full force and effect. Obligors, the Lenders and Administrative
Agent agree that (i) the Forbearance Agreement as amended hereby shall continue to be legal, valid, binding and enforceable
in accordance with its terms and (ii) Secured Swap Provider shall be deemed an intended third party beneficiary of Sections
6, 10, 11 and 12 of the Forbearance Agreement and such provisions shall be deemed amended to refer to and include, as appropriate,
Secured Swap Provider and the BNS Swap Agreement as if initially included therein.


 


8.          Representations
and Warranties. Each Obligor hereby represents and warrants to the Lenders and Secured Swap Provider that (a) the
execution, delivery and performance of this Amendment and any and all other documents executed and/or delivered in connection herewith
have been authorized by all requisite action on the part of such Obligor and will not violate the organizational documents of such
Obligor, (b) the representations, warranties and acknowledgments contained in the Forbearance Agreement, as amended hereby,
are true and correct on and as of the Effective Date as though made on and as of the Effective Date, and (c) except for the
Specified Defaults, no default, event of default or Event of Default under the Credit Agreement, Security Instruments, the Loan
Documents or the Swap Agreement has occurred and is continuing.


 




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9.          Releases.


 


(a)          Section 9
of the Forbearance Agreement is incorporated into this Amendment and agreed to, reaffirmed and restated by Obligors as of the Effective
Date.


 


(b)          EACH
OBLIGOR (IN ITS OWN RIGHT AND ON BEHALF OF ITS PREDECESSORS, SUCCESSORS, LEGAL REPRESENTATIVES AND ASSIGNS) HEREBY EXPRESSLY AND
UNCONDITIONALLY ACKNOWLEDGES AND AGREES THAT IT HAS NO SETOFFS, COUNTERCLAIMS, ADJUSTMENTS, RECOUPMENTS, DEFENSES, CLAIMS, .CAUSES
OF ACTION, ACTIONS OR DAMAGES OR ANY CHARACTER OR NATURE, WHETHER CONTINGENT, NONCONTINGENT, LIQIDDATED, UNLIQUIDATED, FIXED, MATURED,
UNMATURED, DISPUTED, UNDISPUTED, LEGAL, EQUITABLE, SECURED OR UNSECURED, KNOWN OR UNKNOWN, ACTUAL OR PUNITIVE, FORESEEN OR UNFORESEEN,
DIRECT, OR INDIRECT, AGAINST SECURED SWAP PROVIDER, ANY OF ITS AFFILIATES OR ANY OF ITS OFFICERS, DIRECTORS, AGENTS, EMPLOYEES,
ATTORNEYS OR REPRESENTATIVES OR ANY OF THEIR RESPECTIVE PREDECESSORS, SUCCESSORS OR ASSIGNS (COLLECTIVELY, THE “BNS-RELATED
PARTIES”) OR ANY GROUNDS OR CAUSE FOR REDUCTION, MODIFICATION, SET ASIDE OR SUBORDINATION OF THE SECURED OBLIGATIONS
RELATED TO THE BNS SWAP AGREEMENT OR ANY LIENS OR SECURITY INTERESTS OF SECURED SWAP PROVIDER. IN PARTIAL CONSIDERATION FOR THE
AGREEMENT OF SECURED SWAP PROVIDER TO ENTER INTO THIS AMENDMENT, EACH OBLIGOR HEREBY KNOWINGLY AND UNCONDITIONALLY WAIVES AND FULLY
AND FINALLY RELEASES AND FOREVER DISCHARGES THE BNS-RELATED PARTIES FROM, AND COVENANTS NOT TO SUE THE BNS-RELATED PARTIES FOR,
ANY AND ALL SETOFFS, COUNTERCLAIMS, ADJUSTMENTS, RECOUPMENTS, CLAIMS, CAUSES OF ACTION, ACTIONS, GROUNDS, CAUSES, DAMAGES, COSTS
AND EXPENSES OF EVERY NATURE AND CHARACTER, WHETHER CONTINGENT, NONCONTINGENT, LIQIDDATED, UNLIQUIDATED, FIXED, MATURED, UNMATURED,
DISPUTED, UNDISPUTED, LEGAL, EQIDTABLE, SECURED OR UNSECURED, KNOWN OR UNKNOWN, ACTUAL OR PUNITIVE, FORESEEN OR UNFORESEEN, DIRECT
OR INDIRECT, ARISING OUT OF OR FROM OR RELATED TO THE BNS SWAP AGREEMENT, WHICH ANY OBLIGOR NOW OWNS AND HOLDS, OR HAS AT ANY TIME
HERETOFORE OWNED OR HELD, SUCH WAIVER, RELEASE AND DISCHARGE BEING MADE WITH FULL KNOWLEDGE AND UNDERSTANDING OF THE CIRCUMSTANCES
AND EFFECTS OF SUCH WAIVER, RELEASE AND DISCHARGE AND AFTER HAVING CONSULTED LEGAL COUNSEL OF ITS OWN CHOOSING WITH RESPECT THERETO.
THIS SECTION IS IN ADDITION TO ANY OTHER RELEASE OF ANY OF THE BNS-RELATED PARTIES BY ANY OF OBLIGORS AND SHALL NOT IN ANY WAY
LIMIT ANY OTHER RELEASE, COVENANT NOT TO SUE, OR WAIVER BY ANY OF OBLIGORS IN FAVOR OF ANY OF THE BNS-RELATED PARTIES.


 




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10.         Severability.
Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate
the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.


 


11.         APPLICABLE
LAW. THIS AMENDMENT AND ALL OTHER DOCUMENTS EXECUTED PURSUANT HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.


 


12.         Counterparts.
This Amendment may be executed and delivered in any number of counterparts, and by different parties hereto on separate counterparts,
each of which when so executed and delivered shall be deemed to be an original and all of which counterparts taken together shall
constitute one and the same instrument; provided that no party shall be bound by this Amendment until Obligors, the Majority Lenders,
Administrative Agent and Secured Swap Provider have executed a counterpart hereof. Execution of this Amendment via facsimile or
other electronic transmission (e.g., .pdf) shall be effective, and signatures received via facsimile or other electronic transmission
shall be binding upon the parties hereto and shall be effective as originals.


 


13.         Headings.
The headings, captions, and arrangements used in this Amendment are for convenience only and shall not affect the interpretation
of this Amendment.


 


14.         Parties
Bound.  This Amendment is binding upon and shall inure to the benefit of the Lenders, Administrative Agent, Secured
Swap Provider, Obligors and their respective successors and assigns, provided that Obligors may not assign any rights or obligations
hereunder without the prior written consent of the Lenders.


 


15.         ENTIRE
AGREEMENT. THIS AMENDMENT, THE FORBEARANCE AGREEMENT, THE CREDIT AGREEMENT, THE SECURITY INSTRUMENTS, THE Loan
DOCUMENTS, THE BNS SWAP AGREEMENT AND ALL OTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS EXECUTED AND DELIVERED IN CONNECTION WITH
THIS AMENDMENT REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES HERETO, AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES HERETO.


 


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IN WITNESS WHEREOF, the parties hereto have
executed this Amendment as of the Effective Date.


 


	 	BORROWER:
	 	 
	 	EMERALD OIL, INC., a Delaware corporation
	 	 	 
	 	By:	/s/ Ryan Smith
	 	Name:	Ryan Smith
	 	Title:	Chief Financial Officer
	 	 	 
	 	GUARANTORS:
	 	 	 
	 	EMERALD WB LLC, a Colorado limited liability company
	 	 	 
	 	By:	/s/ Ryan Smith
	 	Name:	Ryan Smith
	 	Title:	Chief Financial Officer
	 	 	 
	 	EMERALD DB LLC, a Delaware limited liability company
	 	 	 
	 	By:	/s/ Ryan Smith
	 	Name:	Ryan Smith
	 	Title:	Chief Financial Officer
	 	 	 
	 	EMERALD NWB LLC, a Delaware limited liability company
	 	 	 
	 	By:	/s/ Ryan Smith
	 	Name:	Ryan Smith
	 	Title:	Chief Financial Officer
	 	 	 
	 	EOX MARKETING, LLC, a Delaware limited liability company
	 	 	 
	 	By:	/s/ Jeremy Weemhoff
	 	Name:	Jeremy Weemhoff
	 	Title:	President


 




    	 	Schedule II	 



     


    

 


	 	ADMINISTRATIVE AGENT AND LENDER:
	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association
	 	 	 
	 	By:	/s/ Michael J. Thomas
	 	Name:	Michael J. Thomas
	 	Title:	Senior Vice President


 




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	 	LENDER:
	 	 	 
	 	SUNTRUST BANK
	 	 	 
	 	By:	/s/ Janet R. Naifeh
	 	Name:	Janet R. Naifeh
	 	Title:	Senior Vice President


 




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	 	LENDER:
	 	 
	 	THE BANK OF NOVA SCOTIA
	 	 	 
	 	By:	/s/ Steven S. Kerr
	 	Name:	Steven S. Kerr
	 	Title:	Head of U.S. Credit
	 	 	 
	 	SECURED SWAP PROVIDER:
	 	 
	 	THE BANK OF NOVA SCOTIA
	 	 	 
	 	By:	/s/ Steven S. Kerr
	 	Name:	Steven S. Kerr
	 	Title:	Head of U.S. Credit




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	 	LENDER:
	 	 
	 	BARCLAYS BANK PLC
	 	 	 
	 	By:	/s/ Mathew Cybul
	 	Name:	Mathew Cybul
	 	Title:	Assistant Vice President


 




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	 	LENDER:
	 	 
	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH 
	 	 	 
	 	By:	/s/ Megan Kane
	 	Name:	Megan Kane
	 	Title:	Authorized Signatory
	 	 	 
	 	By:	/s/ Julia Bykhovskaia
	 	Name:	Julia Bykhovskaia
	 	Title:	Authorized Signatory



 








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